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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 1, 1999
SAGA SYSTEMS, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 001-13609 54-1167173
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(State or other Jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification Number)
11190 Sunrise Valley Drive, Reston, Virginia 20191
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 391-6757
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Not Applicable
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(Former name or former address, if changed since last Report)
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SAGA SYSTEMS, Inc.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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SAGA SOFTWARE, Inc., a wholly-owned subsidiary of SAGA SYSTEMS, Inc.
("SAGA"), and its former parent company, Software AG, announced today that a
cooperation agreement in force between the two companies since 1997 has been
amended to allow, among other things, both companies to expand their respective
distribution channels, permitting each company to focus on differing enterprise
market segments. Among other things, the new agreement removes certain
distribution exclusivity provisions, allowing both companies to sell new
products in key geographic territories previously designated to the other. SAGA
can now sell its new enterprise integration product suite, Sagavista, as well as
SAGA's any future new products worldwide through multiple sales channels. SAGA
retains its exclusive right to sell the Software AG product lines Adabas(R),
Natural(R) and the Entire(R) product family to its existing customer base, and
receives a non-exclusive right to sell future Software AG products. In
addition, the agreement calls for SAGA to extend certain minimum royalty
guarantees to Software AG in order to continue a long-standing mutually
successful relationship. The press release issued October 1, 1999 is attached
hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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Exhibit 99.1 Press release dated October 1, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SAGA SYSTEMS, INC.
Date: October 1, 1999 By: /s/ Katherine E. Butler
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Katherine E. Butler
Vice President, General Counsel and
Secretary
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Steve Ellis
SAGA SOFTWARE, Inc.
703-391-8295
[email protected]
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SAGA SOFTWARE AND SOFTWARE AG
AMEND RELATIONSHIP
GLOBAL CHANNEL OPENED FOR SAGAVISTA
RESTON, VA, October 1, 1999--SAGA SOFTWARE, Inc. (SAGA) NYSE:AGS) and
its former parent company Software AG (Frankfurt:SOWG.F) today announced that a
cooperation agreement in force between the two companies since SAGA initiated
and completed a management buyout from Software AG in 1997 has been amended to
allow both companies to expand their respective distribution channels,
permitting each company to focus on differing enterprise market segments.
The new agreement removes certain distribution exclusivity provisions,
allowing both companies to sell new products in key geographic territories
previously designated to the other. SAGA retains its exclusive right to sell the
Software AG product lines Adabas(R), Natural(R), and the Entire product family
to its existing customer base, and receives a non-exclusive right to sell future
Software AG products. The agreement calls for SAGA to extend certain minimum
royalty guarantees to Software AG in order to "continue a long-standing mutually
successful relationship," according to SAGA President and CEO Dan Gillis.
SAGA will now sell its new enterprise integration product suite, Sagavista
as well as other SAGA products worldwide through multiple channels. Software AG
can sell its new products like Bolero(TM) and Tamino(TM) immediately, as well as
EntireX after June 2000, to customers in North America, either directly or
through channels in addition to SAGA.
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Gillis said, "The new agreement between our companies is tremendously
constructive because it represents an evolution in the relationship between SAGA
and Software AG that has potentially positive impact for both companies. The
agreement is good for SAGA and its current customers because we retain the
valuable support of Software AG's experience and ongoing research and
development for the Adabas, Natural and Entire product lines. It also allows
both companies to expand future product offerings outside of the traditional
single channel under which we have mutually existed for more than 25 years."
SAGA's Vice President of Worldwide Marketing and International Operations,
Timothy L. Hill commented, "The previous cooperation agreement has served both
companies well in the past. The new provisions open the door for SAGA to enter
broader and more profitable channels to distribute new products globally. For
example, both companies can now explore worldwide partnerships and alliances
that would not have been appropriate under the previous agreement. We are
excited about the potential represented by these changes."
Software AG Chairman and CEO Dr. Erwin Koenigs said, "The new agreement is
a significant step forward for Software AG and SAGA. Both companies have the
opportunity to continue as leaders in the enterprise solutions market, to
continue to support one another where appropriate, and to take independent paths
where prudent. We now have the best of all worlds, and this is a good situation
for the customers, investors and employees of both organizations."
About SAGA SOFTWARE, Inc.
SAGA, based in Reston, Virginia, provides enterprise systems software and a full
suite of enterprise integration solutions that support billions of mainframe
transactions daily for some of the world's largest organizations. SAGA's suite
of mission critical products and associated professional services take customers
from the heart of the enterprise to the desktop, freeing their information and
leveraging their IT investment. SAGA's parent company is traded on the New York
Stock Exchange under the symbol AGS. For further information, please visit the
company's Web site at www.sagasoftware.com.
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About Software AG
Software AG, based in Darmstadt, Germany, with more than 2,200 employees and
sales amounting to DM 626 million in 1998, is one of the largest systems
software companies worldwide. Software AG is the premier provider of integration
technology. Both products
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and services, used in more than 90 countries, are focused on mission-critical
electronic business applications spanning heterogeneous platforms, from
mainframe, OpenVMS, AS/400, Unix and Windows NT to the Web. Software AG's
technology expertise is based on three major product areas: The transaction
systems Adabas (database management system), and Natural (tool set for
commercial application development), the integration system EntireX (middleware)
and the Web systems Bolero (Application Factory for Electronic Business), and
Tamino (Information Server). About one third of the company's revenue is
achieved through professional services. Software AG has been listed on the
Frankfurt Stock Exchange (Main Market) since April 1999 (Security identification
number 724260 / SOWG.F).
All product or company names mentioned are used for identification purposes
only, and may be trademarks of their respective owners.
